BUILDING IDENTITY
AS A THOUGHT LEADER
CORPORATE GOVERNANCE
- General meeting of shareholders
- Structure and activities of the Board of Directors
- Structure and activities of the Supervisory Board
- Transactions, remunerations and benefits of the Board of Directors, Executive Board and Supervisory Board
- Risk management
- Key internal control activities of PVCFC
- Assessment on implementation of corporate governance based on ASEAN Corporate Governance Scorecard
Structure and activities
of the Board of Directors
Information of BOD members, Committees, Internal Audit DIVISION
BOD members
| No. | BOD members | Position | Date of starting/of no longer being Member of the BOD/ Independent Member of the BOD | Number of shares owned at period closing | Stock ownership ratio at period closing | ||
|---|---|---|---|---|---|---|---|
| Appointment date | Dismissal date | Date of first appointment | |||||
| 1 | Mr. Tran Ngoc Nguyen | Chairman of the BOD | 10/1/2024 | 10/1/2019 | 0 | 0.000000% | |
| 2 | Mr. Van Tien Thanh | BOD member cum General Director | 12/6/2023 (1) | 12/6/2018 | 109,000 | 0.020589% | |
| 3 | Mr. Tran My | Non-executive Director | 25/6/2020 | 10/01/2024 (2) | 15/01/2015 | 2,900 | 0.000548% |
| 4 | Mr. Nguyen Duc Hanh | Non-executive Director | 25/6/2020 | 25/6/2020 | 8,000 | 0.001511% | |
| 5 | Mr. Le Duc Quang | Non-executive Director | 27/4/2021 | 25/6/2020 | 0 | 0.000000% | |
| 6 | Mr. Truong Hong | Independent Director | 27/4/2021 | 27/4/2021 | 0 | 0.000000% | |
| 7 | Ms. Do Thi Hoa | Independent Director | 27/4/2021 | 27/4/2021 | 0 | 0.000000% | |
| 8 | Mr. Nguyen Duc Thuan | Non-executive Director | 10/01/2024 (3) | 10/01/2024 | 0 | 0.000000% | |
(1) Mr. Van Tien Thanh continues to be appointed by General Meeting of Shareholders as BOD member from June 12, 2023.
(2) Mr. Tran My resigned from August 1, 2023 and approved by General Meeting of Shareholders from January 10, 2024 at the extraordinary meeting.
(3) Mr. Nguyen Duc Thuan was appointed by the General Meeting of Shareholders from January 10, 2024 at the extraordinary meeting.
Structure of BOD members
PVCFC’s BOD well recognizes the importance of diversity of BOD members and ensures the best practices of this orientation. The Company’s internal governance regulations outline direction and policies on ensuring gender, age and professional skill diversity of BOD align with the Company’s long-term development strategy. In recent years, based on the Company’s development strategy, the Company targeted to add 01 female member of BOD and 01 other BOD member who is experienced in agriculture sector and soil health. This target was achieved in 2021. In the coming year, the Company will continue pursuing the board's diversity.
| No. | Criteria | Mr. Tran Ngoc Nguyen | Mr. Van Tien Thanh | Mr. Tran My (resigned from August 1, 2023) |
Mr. Nguyen Duc Hanh | Mr. Le Duc Quang | Ms. Do Thi Hoa | Mr. Truong Hong | Mr. Nguyen Duc Thuan |
|---|---|---|---|---|---|---|---|---|---|
| 1 | Position in the Board of Directors/participation in the Executive Board | Chairman/ Non-executive | BOD member cum General Director | Non-executive Director | Non-executive Director | Non-executive Director | Independent Director | Independent Director | Non-executive Director |
| 2 | Gender | Male | Male | Male | Male | Male | Female | Male | Male |
| 3 | Age | 46 | 55 | 61 | 51 | 47 | 63 | 64 | 49 |
| 4 | Areas of expertise | Ph.D. in Chemical Engineering, Master's degree in Economic Management | Agricultural and Forestry Mechanical Engineer | Engineer in Industrial Economics | Engineer in Energy Economics | Master of Business Administration, Chemical Engineer Petrochemical | Bachelor of Industrial Accounting | Doctor of Agriculture, major in Soil and Fertilizer | Engineer of Transport Economics |
| 5 | Audit & Risk Management Committee | - | - | Member | - | Member | Chairman | - | Member |
| 6 | Human Capital and Compensation Committee | - | - | Member | Member | - | Member | Chairman | - |
| 7 | ESG Committee | - | - | - | Chairman | Member | - | - | - |
| 8 | Positions at other companies | None | None | None | None | None | None | None | Chairman of the BOD’s PPC |
- ESG Committee was established on February 29 2024 including non-executive Director - Mr. Nguyen Duc Hanh and non-executive Director - Le Duc Quang.
- Members of the Audit and Risk Management Committee include Mrs. Do Thi Hoa, Mr. Tran My, Mr. Le Duc Quang. From March 1 2024, the members of committee include Mrs. Do Thi Hoa, Mr. Truong Hong, Mr. Nguyen Duc Thuan. 2/3 Independent Directors and 1 Non-executive Director.
- Human Resource and Compensation Management Committee (including Mr. Truong Hong, Mr. Nguyen Duc Hanh, Mr. Tran My) was renamed as Human Capital and Compensation Committee from March 1 2024 including 02 independent Directors: Mr. Truong Hong and Mrs. Do Thi Hoa.
- The Company charter requires each director term should not exceed 5 years. An independent director should not sit in the board in more than 2 consecutive terms. A director should not sit in the board of more than 5 other companies.
ESG COMMITTEE
2
Non-executive DIRECTORS
AUDIT & RISK MANAGEMENT COMMITTEE
2
Independent DIRECTORS
1
Non-executive DIRECTOR
HUMAN CAPITAL AND COMPENSATION COMMITTEE
2
Independent DIRECTORS
Positions held at other organizations of BOD members and conflicts of interests related to PVCFC
| No. | BOD members | Owning, holding management and executive positions at other listed companies | Conflicts of potential interests with PVCFC |
|---|---|---|---|
| 1 | Mr. Tran Ngoc Nguyen | None | None |
| 2 | Mr. Van Tien Thanh | None | None |
| 3 | Mr. Tran My | None | None |
| 4 | Mr. Nguyen Duc Hanh | None | None |
| 5 | Mr. Le Duc Quang | None | None |
| 6 | Mr. Truong Hong | None | None |
| 7 | Ms. Do Thi Hoa | None | None |
| 8 | Mr. Nguyen Duc Thuan | Chairman of the BOD công ty con PPC | Yes (from date of being appointed as BOD member on January 10 2024 |
CORPORATE Secretary - in charge of corporate governance
BOD has appointed a person in charge of corporate governance cum corporate secretary, Information about personnel in charge as follows:
Mr. Do Thanh Hung
Specialized training
- Engineer in Refining-Petrochemical Technology.
- Bachelor of Political Economics.
- Master of Business Administration.
- CSMP-VIOD Corporate Secretary.
- Director Certification (DCP-VIOD).
Working experience
- 1998 - 2006: R & D Center for oil and gas processing - Vietnam Oil and Gas Group.
- Conducting research and analysis on the quality of crude oil of crude oil and petroleum products and petroleum products.
- Conducting research, assessing, evaluating petroleum market and products; setting, appraising and managing investment projects.
- 2006 - 2011: Petroleum Finance Corporation - HCMC branch.
- Proposing, implementing and managing project investment, financial investment and services in financial companies.
- 2011 - 2016: Vietinbank - Branch No 7, HCMC.
- Planning.
- Banking risk management, dealing with debt problems.
- Managing quality system according to ISO.
- 2016 - now: PetroVietnam Ca Mau Fertilizer JSC.
- He has legal expertise and experience in fields of investment, finance, banking, law on enterprise, expertise and experience in field of petroleum processing (main business line of PVCFC), corporate governance to advise and consult BOD in corporate governance.
Committees under BOD
- PVCFC has now 03 committees under BOD (i) Audit and Risk Management Committee, (ii) Human Capital and Compensation Committee and ESG Committee (established in March 2024).
- Members of Committees are non-executive Directors, Chairwoman of Audit & Risk Management Committee is independent Director - Ms. Do Thi Hoa, Chairman of Human Capital and Compensation Committee is independent Director - Mr. Truong Hong. Members of Human Capital and Compensation Committee are independent Directors.
- Structure, scale and components of Committees are appropriate with practical conditions of the Company. Committees support BOD to uphold synergy, improve role and bring into plays management efficiency of the Company.
Information about meetings and member participation of Committees (in 2023)
| Audit & Risk Management Committee | Number of meetings: 04 | Note |
|---|---|---|
| Independent Director, Ms. Do Thi Hoa - Chairwoman | 4/4 | |
| Non-executive Director - Mr. Tran My | 2/2 | |
| Non-executive Director - Mr. Le Duc Quang | 4/4 | |
| Human Capital and Compensation Committee | Number of meetings: 02 | |
| Independent Director, Mr. Truong Hong - Chairman | 2/2 | |
| Non-executive Director - Mr. Tran My | 1/1 | Resigned from August 1, 2023 |
| Non-executive Director - Mr. Nguyen Duc Hanh | 2/2 |
Note: In 2023, Audit & Risk Management Committee organized 04 meetings, 03 in-person meetings and 01 online meeting.
Internal Audit DIVISION
- Internal Audit Division: established in November 2020 under BOD to implement internal audit of PVCFC according to Decree No 05/2019/ND-CP. The Division includes 05 members with specialized expertise in fields: Law, Finance, Audit, Accounting, Technical technology.
- Head of the Internal Audit Division is Mr. Vu Chi Duong - Master of Finance-Banking, Bachelor of Accounting-Audit, Bachelor of Law. Mr. Vu Chi Duong has years of experience in fields of legal affairs, finance-accounting, internal control, risk management, audit.
- Working history of Mr. Vu Chi Duong:
| Working time | Titles, positions, workplace |
|---|---|
| 03/2001 - 01/2004 | Legal specialist, Ba Ria Thermal Power JSC |
| 02/2004 - 11/2007 | Contract economic specialist, Management Board of Ca Mau Gas -Electricity Complex |
| 12/2007 - 12/2008 | Corporate Credit Specialist, PetroVietnam Finance JSC-Vung Tau branch |
| 12/2008 - 08/2009 | Accounting specialist in charge of HCMC branch, PetroVietnam Power Technical Services JSC |
| 09/2009 - 11/2011 | Head of Payment and Commercial Accounting Department, Phu My Fertilizer Plant, PetroVietnam Fertilizer and Chemicals JSC |
| 12/2011 - 06/2015 | Specialist level 2, Internal Control Department, Vietnam Oil and Gas Group |
| 07/2015 - 07/2017 | Compliance Team Leader - Internal Control Department, PetroVietnam Ca Mau
Fertilizer JSC
Cum member of Supervisory Board, PetroVietnam Packaging JSC |
| 08/2017 - 05/2018 | Deputy Head of Compliance Inspection Unit, Internal Control Department,
PetroVietnam Ca Mau Fertilizer JSC
Cum member of Supervisory Board, PetroVietnam Packaging JSC |
| 06/2018 - 11/2020 | Head of Risk Management Department, Internal Control Department, PetroVietnam Ca
Mau Fertilizer JSC.
Cum Head of Supervisory Board, PetroVietnam Packaging JSC |
| 12/2020 - 07/2021 | Internal auditor - Internal Control Division, PetroVietnam Ca Mau Fertilizer JSC
Cum Head of Supervisory Board, PetroVietnam Packaging JSC |
| 08/2021 - 06/2022 | Deputy Head of Internal Audit Division, PetroVietnam Ca Mau Fertilizer JSC
Cum Head of Supervisory Board, PetroVietnam Packaging JSC |
| 06/2022 - 06/2023 | Head of Internal Audit Division, PetroVietnam Ca Mau Fertilizer JSC
Cum Head of Supervisory Board, PetroVietnam Packaging JSC |
| 07/2023 - now | Head of Internal Audit Division, PetroVietnam Ca Mau Fertilizer JSC |
Meetings and functions of BOD
| No. | Members of the BOD | Attending meetings | Ratio |
|---|---|---|---|
| 1 | Mr. Tran Ngoc Nguyen | 13/13 | 100% |
| 2 | Mr. Van Tien Thanh | 13/13 | 100% |
| 3 | Mr. Tran My (*) | 8/8 | 100% |
| 4 | Mr. Nguyen Duc Hanh | 13/13 | 100% |
| 5 | Mr. Le Duc Quang | 13/13 | 100% |
| 6 | Mr. Truong Hong | 13/13 | 100% |
| 7 | Ms. Do Thi Hoa | 13/13 | 100% |
(*) Reason for not attending: Resign from August 1, 2023
Operations of Committees under BOD
Operations of Audit & Risk Management Committee)
Audit & Risk Management Committee has implemented its supervisory roles: (i) monitoring operations of BOD through meetings, discussions, measures of issuance of resolutions of BOD; (ii) supervising operations of Executive Board through complying with resolutions/decisions of BOD as well as decentralization mechanisms between BOD and General Director; (iii) supervising through report channels and contacts with members of Executive Board, Chief Accountant, Internal Audit Division, Head of Legal and Compliance Division; (iv) supervising through report channels of independent audit unit.
The Human CAPITAL and Compensation Committee
In addition to regular discussions on specific issues, in 2023, the Human Capital and Compensation Committee held 02 meetings and evaluated and reported to the BOD on issues related to governance, human capital and remuneration.
In 2023, the Committee has implemented tasks stipulated at Regulations of issuance according to Decision No 1733 QD/PVCFC dated August 4 2021 of BOD.
ESG COMMITTEE
Based on an orientation of building sustainable development framework and strategy, BOD has established ESG working group led by BOD member - Mr. Nguyen Duc Hanh. In March 2024, ESG Committee was officially established, BOD member - Mr. Nguyen Duc Hanh took the role of Committee Chairman to implement upcoming plans on ESG.
Operations of each member of BOD
BOD has assigned the jobs for each member of BOD in each specific field. Accordingly, each BOD member has proactively has planned their work. On a periodical basis, each BOD member inspected, supervised and urged executive board to implement Resolutions/Decisions of BOD, proactively exchanged and discussed to promptly set up business and production plans, specifically:
| No. | BOD members | Position | Fields of responsibility |
|---|---|---|---|
| 1 | Mr. Tran Ngoc Nguyen | Chairman of the BOD |
Performing functions, duties and rights of BOD chairman according to the Company’s charter and current legal documents, being responsible to General Meeting of Shareholders on operations of BOD according to the Company’s charter. Supervising and directing overall implementation of activities under authority of BOD including: construction, implementation and supervision of the Company’s development strategies. |
| 2 | Mr. Van Tien Thanh | BOD member - General Director |
Performing functions, duties of BOD member/General Director according to the regulations of the Law and the Company’s charter. Being responsible to General Meeting of Shareholders and regulations of the law on management of business and production activities. Being responsible for effectively implementing resolutions, decisions of BOD. |
| 3 | Mr. Tran My | Non-executive Director |
Supervising and directing implementation of activities under authority of BOD in related fields: planning, investment, insurance, shareholder relations, internal affairs office under BOD and other duties at Committees: Audit & Risk Management Committee, and Human Capital and Compensation Committee. |
| 4 | Mr. Nguyen Duc Hanh | Non-executive Director |
Supervising and directing implementation of activities under authority of BOD in related fields: business, marketing, IT, trade and service, training, social security, corporate culture, unions, construction of corporate governance system according to good governance practices/pioneering practices of BOD. Being in charge of construction and implementation of ESG practices including climate change. Since establishment of ESG Committee, Mr. Hanh has also played the role of Chairman of ESG Committee. |
| 5 | Mr. Le Duc Quang | Non-executive Director |
Supervising and directing implementation of activities under authority of BOD in related fields: operation of Ca Mau Fertilizer Plant, factories of PPC-subsidiary, environment security, safety and health, firefighting and prevention, economic-technical norms, ISO, legal affairs, compliance and implementation of other duties at Audit & Risk Management Committee. |
| 6 | Mr. Truong Hong | Independent Director |
Supervising and directing implementation of activities under authority of BOD in related fields: R & D (Research and Development). Chairman of Human Capital Management and Compensation Committee. |
| 7 | Ms. Do Thi Hoa | Independent Director |
Supervising and directing implementation of activities under authority of BOD in related fields: Finance-Accounting, auditing, internal control, inspection and supervision, risk management. Chairman of the Audit and Risk Management Committee. |
During the period of resignation of Mr. Tran My - non-executive Director - (from August 1 2023), works and duties of Mr. Tran My was assigned for Mr. Nguyen Duc Hanh - non-executive Director.
All BOD members, on the basis of assigned duties, have excellently performed their roles and responsibilities, contributing to excellent performances of PVCFC to achieve planned targets of 2023 assigned by the General Meeting of Shareholders.
Operations and assessment results of independent DIRECTORS on operations of BOD
- Independent Directors have effectively fulfilled their roles in checking and representing the business operations of the company, performing their functions and tasks correctly to ensure the common interests of the Company and its shareholders.
- Independent Directors of PVCFC have fully participated in meetings and contributed opinions and votes to the decisions of the BOD. The contributions of Independent Directors in their assigned areas in 2023 have demonstrated their roles, responsibilities, objectivity, and independence.
- As Chairmen of Audit & Risk Management Committee and Human Capital and Compensation Committee, Independent Directors have excellently performed their duties and responsibilities.
- BOD has built operational plans, assigning specific fields to each BOD member according to functions, duties; motivating and upholding knowledge, experience of each member and creating favorable conditions for independent Directors to fully carry out their rights and obligations.
- Operations of BOD have been complied with corporate governance principles as stipulated at the Law on Enterprise, the Company’s charter, internal governance regulations, operational regulations of BOD and other regulations of the Law.
- BOD has fully complied with governance regulations of public company, ensuring favorable conditions for independent Directors to fully carry out their rights and obligations.
- BOD has well performed its role of inspection, supervision of management of business and production activities of the Company. Inspection and supervision are regularly and closely implemented ensuring compliance with current regulations. BOD has regularly updated, adjusted decentralization for the Executive Board to limit its participation in specific activities, supporting the Executive Board to focus more on supervision and orientation activities.
- BOD frequently reviews, updates target and plans to ensure appropriateness with the Company’ development strategy, building longer-term strategies to promote the company’s sustainable development.
- BOD also focuses on improving governance capacity by hiring consultancy companies (IFC, Deloitte, CGS, etc.) to evaluate corporate governance, building a roadmap toward good governance practices, step by step building sustainable development framework and strategy and ESG practices.
- BOD, EB and Supervisory Board have coordinated to work out timely solutions to ensure thorough business and production activities and achieve the highest results.
Performance Evaluation of BOD
BOD has built evaluation criteria of performance of BOD. Members of BOD carried out an evaluation process and the Secretary summarized the evaluation results. At the BOD meeting in December 2023, BOD has conducted evaluation and agreed on effective performance of BOD in 2023.
Performance evaluation criteria of BOD has been built by good corporate practices with 5 components including:
On a yearly basis, BOD approves operational plans of Committees under BOD. The Committees implement their tasks according to the approved plans. At year end, based on the operational performance and task completion level, BOD evaluates performance of the Committees. In 2023, the Audit & Risk Management Committee, Human Capital and Compensation Committee were highly valued for performing well.
Given the opinions of the Audit and Risk Management Committee, BOD approves the operational plan of Internal Audit Division y-o-y (approving 3-year plan from 2023). The Internal Audit Division implements its tasks according to the approved plans. Based on operational performance, BOD evaluates the operational performance of the Internal Audit Division. In 2023, the Internal Audit Division was highly valued by well performing its tasks.
Resolutions/Decisions of BOD issued in 2023
In 2023, BOD received 67 written proposals of General Director, issued 86 resolutions/decisions related to all operational aspects of PVCFC for the General Director.
Coordination between BOD, Supervisory Board, Executive Board with other management staff
BOD, Supervisory Board and Executive Board and other management staff of PVCFC continue maintaining a close coordination based on principles of flexibility and adaptability, ensuring benefits of the company, shareholders, employees and related parties.
Remuneration, operating expenses and other benefits of BOD and each member of BOD
- Details of remuneration of BOD are included in report on salary, bonus, remuneration and other benefits of Executive Board.
- Administrative expenses and other related expenses of BOD are in compliance with regulations of the company and accounted in general and administrative expenses of the Company.
Corporate governance training
- All members of BOD, Executive Board, Supervisory Board, Corporate Secretary, persons in charge of corporate governance and related departments are entitled to training courses, programs of updating new regulations on corporate governance.
- Each newly-appointed BOD member is entitled to induction training programs with basic contents including: culture, goal, business model, corporate strategic orientation. New members of BOD are entitled to in-depth training programs on corporate governance such as Director Certification Program (DCP)-VIOD. BOD, Executive Board has sent representatives to training courses, seminars on corporate governance, good governance practices in the region and around the world, updating new regulations of Enterprise Law, Law on securities, Degrees, Circulars co-organized by HCMC Stock Exchange, VIOD, etc.
- BOD has approved orientation training plan for Mr. Nguyen Duc Thuan - BOD member - who was appointed on January 1- 2024 including training programs: culture, goal, business model and corporate strategic orientation; certified BOD member; ESG awareness and practices.
